Exhibit 10.1


 





  


 AMENDMENT TO PLAN SUPPORT AGREEMENT


 


 


THIS AMENDMENT dated as of December 20, 2016 (this “Amendment”)
is entered into by

and among:


 


(i) CHC Group Ltd. (the “Company”);


 


(ii) the undersigned beneficial holders, or
investment advisors or managers for the account of such beneficial holders together with their respective successors and permitted
assigns (each, a “Plan Sponsor” and, collectively, the “Plan Sponsors”), of the 9.25% Senior
Secured Notes due 2020 issued under that certain Indenture, dated as of October 4, 2010, by and among CHC Helicopter S.A., as issuer,
each of the guarantors named therein, HSBC Corporate Trustee Company (UK) Limited, as collateral agent, and The Bank of New York
Mellon, as indenture trustee;


 


(iv) the Official Committee of Unsecured Creditors
(the “UCC”);[1]


 


(v) The Milestone Aviation Group Limited (“Milestone”);


 


(vi) Marble Ridge Capital L.P. (“Marble
Ridge”) as a beneficial holder (or an investment advisor to or manager for the account of such a holder) of 9.375% Senior
Notes due 2021, issued by CHC Helicopter S.A. pursuant to that certain indenture, dated as of May 13, 2013, by and among CHC Helicopter
S.A., as issuer, each of the guarantors named therein and Law Debenture Trust Company, as successor trustee; and


 


(vii) Solus Alternative Asset Management LP
(“Solus” and, together with Marble Ridge, the “Individual Creditor Parties”) as a beneficial
holder (or an investment advisor to or manager for the account of such a holder) of Unsecured Notes.


 


The Company, the Plan Sponsors,
the UCC, Milestone and the Individual Creditor Parties are referred to herein as the “Amendment Parties” and
each individually as an “Amendment Party.” Capitalized terms not otherwise defined herein shall have the meanings
ascribed thereto in the PSA (as defined below).


 


RECITALS


 


WHEREAS,
the Amendment Parties (together with certain other parties) entered into that certain Plan Support Agreement dated
as of October 11, 2016 (as amended, supplemented or otherwise modified from time to time, the “PSA”);


 


WHEREAS, the Amendment
Parties wish to amend certain provisions of the PSA; and


 


_______________


[1] The capitalized term “UCC”
does not apply to the members of the UCC in their individual capacities. All members of the UCC reserve and retain their individual
rights, whatever they may be, with respect to this Amendment and any motions filed before the Bankruptcy Court. For the avoidance
of doubt, the obligations set forth in this Amendment shall be construed to bind any individual member of the UCC only if such
member has separately executed this Amendment or a Joinder Agreement in its individual capacity.


 






    

     

    

 


 


WHEREAS, the Amendment
Parties wish to take such actions necessary to give effect to such amendments.


 


AMENDMENTS


 


NOW, THEREFORE, in consideration
of the premises and the covenants and agreements contained herein and in the PSA, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Amendment Parties agree
as follows:


 


Section 1.Amendments.


 


 (a)         Subsection
(F) of Section 6(a)(ii) of the PSA is hereby amended and restated in its entirety as follows:


 


“(F)        obtain
the entry by the Bankruptcy Court of the Final Cash Collateral Order by no later than January 9, 2017, which order is in all respects
reasonably acceptable to the CHC Parties, Plan Sponsors and the UCC;”


 


Section 2. Effectiveness.
This Amendment shall become effective and binding on the Amendment Parties in accordance with the terms of the PSA upon the execution
and delivery by the Company, the Requisite Plan Sponsors, the UCC, Milestone and the Individual Creditor Parties of an executed
signature page hereto; provided, however, the Company, the Requisite Plan Sponsors and the UCC expressly reserve
all rights, and take no position, with respect to whether the consent of the Individual Creditor Parties is required pursuant to
Section 10 of the PSA in order for this Amendment to become effective and binding.


 


Section 3. Miscellaneous.


 


3.1       Except
as specifically set forth herein, the terms of the PSA shall remain in full force and effect and are hereby ratified and confirmed.


 


3.2       This
Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall
be deemed to be one and the same agreement. Execution copies of this Amendment delivered by facsimile, PDF or otherwise shall be
deemed to be an original for the purposes of this paragraph.


 


 


[Signature Page Follows]


 






    

     

    

 


 


IN WITNESS WHEREOF, the
Amendment Parties have caused this Amendment to be duly executed and delivered as of the day and year first written above.


 


COMPANY


 


CHC Group Ltd. 


 


 


By:/s/ Hooman Yazhari

Name: Hooman Yazhari

Title: Senior Vice President, Legal, &  Administration


 






    

     

    

 


 


REQUISITE PLAN SPONSORS


 


 


	
        ALLIANCEBERNSTEIN L.P.

        on behalf of its discretionary
        accounts

         

         
	 
	By:	 /s/ Robert Schwartz	 	 
	 	 	 
	Name:	 Robert Schwartz	 	 
	 	 	 
	Title:	 Senior Vice President	 	 
	 


 


	
        Future Fund Board of Guardians

        By: Bain Capital Credit, LP, as
        Investment Manager

         

         
	 
	By:	 /s/ Andrew S. Viens	 	 
	 	 	 
	Name:	 Andrew S. Viens	 	 
	 	 	 
	Title:	Executive Vice President	 	 
	 


 


	Sankaty Credit Opportunities (F),
L.P




         

         
	 
	By:	 /s/ Andrew S. Viens	 	 
	 	 	 
	Name:	 Andrew S. Viens	 	 
	 	 	 
	Title:	Executive Vice President	 	 
	 


 


 






    

     

    

 





 


 


	Sankaty Credit Opportunities V
AIV II (Master), L.P.




         

         
	 
	By:	 /s/ Andrew S. Viens	 	 
	 	 	 
	Name:	 Andrew S. Viens	 	 
	 	 	 
	Title:	Executive Vice President	 	 
	 


 


	Sankaty Credit Opportunities VI-A,
L.P.




         

         
	 
	By:	 /s/ Andrew S. Viens	 	 
	 	 	 
	Name:	 Andrew S. Viens	 	 
	 	 	 
	Title:	Executive Vice President	 	 
	 


 


	Sankaty Credit Opportunities VI-B
(Master), L.P.



         

         
	 
	By:	 /s/ Andrew S. Viens	 	 
	 	 	 
	Name:	 Andrew S. Viens	 	 
	 	 	 
	Title:	Executive Vice President	 	 
	 


 


 






    

     

    

 


 


 


	Sankaty Managed Account (CalPERS),
L.P.



         
	 
	By:	 /s/ Andrew S. Viens	 	 
	 	 	 
	Name:	 Andrew S. Viens	 	 
	 	 	 
	Title:	Executive Vice President	 	 
	 


 


	Bain Capital High Income Partnership,
L.P.




         

         
	 
	By:	 /s/ Andrew S. Viens	 	 
	 	 	 
	Name:	 Andrew S. Viens	 	 
	 	 	 
	Title:	Executive Vice President	 	 
	 


 


	Sankaty Managed Account (E), L.P.




         

         
	 
	By:	 /s/ Andrew S. Viens	 	 
	 	 	 
	Name:	 Andrew S. Viens	 	 
	 	 	 
	Title:	Executive Vice President	 	 
	 


 









 


	Sankaty Managed Account (FSS),
L.P.




         

         
	 
	By:	 /s/ Andrew S. Viens	 	 
	 	 	 
	Name:	 Andrew S. Viens	 	 
	 	 	 
	Title:	Executive Vice President	 	 
	 


 


 






    

     

    

 


 


	Sankaty Managed Account (PSERS),
L.P.




         

         
	 
	By:	 /s/ Andrew S. Viens	 	 
	 	 	 
	Name:	 Andrew S. Viens	 	 
	 	 	 
	Title:	Executive Vice President	 	 
	 


 


	Sankaty Managed Account (TCCC),
L.P.



         

         
	 
	By:	 /s/ Andrew S. Viens	 	 
	 	 	 
	Name:	 Andrew S. Viens	 	 
	 	 	 
	Title:	Executive Vice President	 	 
	 


 


	Sankaty Rio Grande FMC, L.P.



         

         
	 
	By:	 /s/ Andrew S. Viens	 	 
	 	 	 
	Name:	 Andrew S. Viens	 	 
	 	 	 
	Title:	Executive Vice President	 	 
	 


 


	Sears Holdings Pension Trust


By: Bain Capital Credit, LP, as
Investment Manager



         

         
	 
	By:	 /s/ Andrew S. Viens	 	 
	 	 	 
	Name:	 Andrew S. Viens	 	 
	 	 	 
	Title:	Executive Vice President	 	 
	 


 






    

     

    

 


 


 


	Sankaty Credit Opportunities VI-EU
(Master), L.P.



         

         
	 
	By:	 /s/ Andrew S. Viens	 	 
	 	 	 
	Name:	 Andrew S. Viens	 	 
	 	 	 
	Title:	Executive Vice President	 	 
	 


 


	Sankaty Credit Opportunities VI-G,
L.P.



         

         
	 
	By:	 /s/ Andrew S. Viens	 	 
	 	 	 
	Name:	 Andrew S. Viens	 	 
	 	 	 
	Title:	Executive Vice President	 	 
	 


 









 


	Los Angeles County Employees Retirement
Association


By: Bain Capital Credit, LP, as
Manager



         

         
	 
	By:	 /s/ Andrew S. Viens	 	 
	 	 	 
	Name:	 Andrew S. Viens	 	 
	 	 	 
	Title:	Executive Vice President	 	 
	 


 












 


	American Century Capital Portfolios,
Inc. – AC Alternatives Income Fund


By: Bain Capital Credit, LP, as
Subadvisor




         

         
	 
	By:	 /s/ Andrew S. Viens	 	 
	 	 	 
	Name:	 Andrew S. Viens	 	 
	 	 	 
	Title:	Executive Vice President	 	 
	 


 



 



    

     

    











 



 


	
        Carl Marks Strategic Investments,
        L.P.

         

         

         

         
	 
	By:	 /s/ James F. Wilson	 	 
	 	 	 
	Name:	 James F. Wilson	 	 
	 	 	 
	Title:	 Managing Member	 	 
	 


 


	
        Carl Marks Strategic Opportunities
        Fund II, L.P.

         

         

         
	 
	By:	 /s/ James F. Wilson	 	 
	 	 	 
	Name:	 James F. Wilson	 	 
	 	 	 
	Title:	 Managing Member	 	 
	 


 






    

     

    

 


	
        Tennenbaum Special Situations
        IX-O, LP

        By: Tennenbaum Capital Partners,
        LLC

        Its: Investment Manager

         

         

         

         
	 
	By:	 /s/ David Hollander	 	 
	 	 	 
	Name:	 David Hollander	 	 
	 	 	 
	Title:	 Managing Partner	 	 
	 


 


	
        Tennenbaum Special Situations
        Fund IX-C, LP

        By: Tennenbaum Capital Partners,
        LLC

        Its: Investment Manager

         

         

         

         
	 
	By:	 /s/ David Hollander	 	 
	 	 	 
	Name:	 David Hollander	 	 
	 	 	 
	Title:	 Managing Partner	 	 
	 


 


 


	
        Tennenbaum Special Situations
        Fund IX, LLC

        By: Tennenbaum Capital Partners,
        LLC

        Its: Investment Manager

         

         

         

         
	 
	By:	 /s/ David Hollander	 	 
	 	 	 
	Name:	 David Hollander	 	 
	 	 	 
	Title:	 Managing Partner	 	 
	 


 






    

     

    

 


	
        Tennenbaum Opportunities Fund,
        VI, LLC

        By: Tennenbaum Capital Partners,
        LLC

        Its: Investment Manager

         

         

         

         
	 
	By:	 /s/ David Hollander	 	 
	 	 	 
	Name:	 David Hollander	 	 
	 	 	 
	Title:	 Managing Partner	 	 
	 
	
         

         

        Tennenbaum Special Situations
        IX-S, LP

        By: Tennenbaum Capital Partners,
        LLC

        Its: Investment Manager

         

         

         

         
	 
	By:	 /s/ David Hollander	 	 
	 	 	 
	Name:	 David Hollander	 	 
	 	 	 
	Title:	 Managing Partner	 	 
	 
	 	 	 	 	 


 


	
        Wayzata Opportunities Fund III,
        L.P.

        By: WOF III GP, L.P., its General
        Partner

        By: WOF III GP, LLC, its General
        Partner

         

         
	 
	By:	 /s/ Mary Burns	 	 
	 	 	 
	Name:	 Mary Burns	 	 
	 	 	 
	Title:	 Authorized Signatory	 	 
	 


 






    

     

    

 


	
        Wayzata Opportunities Fund Offshore
        III, L.P.

        By: Wayzata Offshore GP III, LLC,
        its General Partner

         

         
	 
	By:	 /s/ Mary Burns	 	 
	 	 	 
	Name:	 Mary Burns	 	 
	 	 	 
	Title:	 Authorized Signatory	 	 
	 


 






    

     

    

 


 


	
        UCC

         

        Official Committee of Unsecured
        Creditors

         

         
	 
	 /s/ Douglas H. Mannal	 
	 	 
	 Douglas H. Mannal	 
	 	 
	 Counsel to the UCC	 
	 
	 	 	 	 



 






    

     

    

 


 


	
        INDIVIDUAL CREDITOR PARTIES

         

        Marble Ridge Capital L.P.

         

         
	 
	By:	 /s/ Dan Kamensky	 	 
	 	 	 
	Name:	 Dan Kamensky	 	 
	 	 	 
	Title:	 Managing Partner	 	 
	 


 


 


 



    

     

    




 


 


 


 


	
        Solus Alternative Asset Management
        LP

         
	 
	By:	 /s/ Chris Pucillo	 	 
	 	 	 
	Name:	 Chris Pucillo	 	 
	 	 	 
	Title:	 CEO/CIO	 	 
	 


 






    

     

    

 


 


	
        MILESTONE

         

        The Milestone Aviation Group Limited

         

         
	 
	By:	 /s/ Mark England	 	 
	 	 	 
	Name:	 Mark England	 	 
	 	 	 
	Title:	 Assistant Secretary	 	 
	 
	Location:	 Dublin, Ireland